As revised in April 2004, additional revisions June 2012.
Bylaws Committee Chair: Jane Ciabattari
Bylaws Committee: Jacqueline Albert-Simon, Ann Chambers, Elinor Greist, Norman Schorr
OVERSEAS PRESS CLUB OF AMERICA INC. BYLAWS
ARTICLE I: Order of Business
The following shall be the order of business at the meeting of the Board of Governors:
Approval of minutes.
Report of committees.
General affairs of the Club.
ARTICLE II: The Board of Governors
Section One. At the annual meeting, in even years, the Active Membership shall elect the Officers of the Club, and nine Governors. At the annual meeting, in odd years. the Active Membership shall elect ten Governors.
Section Two: At the annual meeting in even years, the Associate Members shall elect three Governors. At the annual meeting in odd years, the Associate Members shall elect two Governors.
ARTICLE III: The President
Section One: The President shall be the Club’s principal representative and spokesman. The President shall chair all meetings of the Board of Governors, of the Executive Committee and of the general membership. The President shall nominate the Chairs of all Standing and ad hoc committees and shall oversee their work.
ARTICLE IV: The Executive Committee
Section One: The President and officers during their tenure shall be permanent members of the Executive Committee.
Section Two: 1) The President may convoke the Executive
Committee as an informal “Cabinet” for consultation on any Club matter. In such meetings, recommendations made by Committee members shall be taken as advice and counsel not necessarily binding on the President. 2) The President, or any two other members of the Executive Committee, may convoke the committee for urgent action on an emergency matter arising between meetings of the Board of Governors. In such cases, Committee decisions shall be reached by majority vote.
ARTICLE V: Other Committees
Section One: Any expenditure of Club funds in excess of $100 by any committee of the Club must have prior consent of the President and/or Board of Governors. Standing committees may form subcommittees as needed.
Section Two: The Admissions Committee shall act upon applications for membership as prescribed by Article VIII of these Bylaws. The Admissions Committee shall report upon applications for membership to the regular meetings of the Board of Governors, and when requested to do so by the President, to special meetings of the board. When unable to act upon any application for whatever reason, or when so requested by the President, the Admissions Committee shall bring the matter for decision to a regular or special meeting of the Board.
Section Three: The Constitution Committee shall be responsible for supervision of the procedures for Constitutional amendment. The Committee may initiate proposals for amendment by presenting them to the Board, and shall screen membership proposals for amendment (under Article 21 of the Constitution) before their submission to the Board. The Committee Chairman and the Club Secretary shall be members ex officio of an ad hoc committee appointed to count the ballots returned by the Active membership voting on Constitutional amendments.
Section Four: The Freedom of the Press Committee shall be vigilant against infractions of the press and information, react promptly whenever such infraction endangers journalistic freedom, take emergency protest action in consultation with the President, and recommend further action to the President and/or the Board of Governors.
Section Five: The Membership Committee shall encourage qualified candidates to apply for membership in the Club as defined in these Bylaws and in the Constitution. With board approval, it shall execute such programs, in collaboration with other committees as appropriate. In consultation with the President, this committee shall arrange for reciprocal agreements and related guest privileges with domestic and foreign press clubs.
Section Six: The Program Committee, in consultation with the board, shall be responsible for the overall planning, coordination and scheduling of events sponsored by the Club, exclusive of the annual Awards Dinner.
Section Seven: All standing committees shall serve until their successors are chosen; ad hoc committees until dissolved by the Board. The President shall serve ex-officio on all committees and subcommittees, and may, with Board approval, assume a committee chairmanship.
ARTICLE VI: Admission of New Members
Section One: Candidates for membership must indicate on the Club’s regular application form their qualifications for membership based on the OPC Constitution. Every application must include two professional references. The Admissions Committee shall take any necessary action to satisfy itself as to the candidate’s acceptability. Upon the approval of the Admissions Committee, followed by the applicant’s payment of the required fees and dues, the applicant shall be admitted to membership and his/her name listed in the OPC Bulletin.
Section Two: The qualifications of a candidate for Affiliate members, as defined in Article 5 of the OPC Constitution, shall be submitted to the Board of Governors. Election of an Affiliate applicant shall require a majority vote of the Board.
Section Three: Honorary membership, provided in Article 6 of the OPC Constitution, shall be bestowed only by a majority vote—and withdrawn only by a unanimous vote—of members of the Board of Governors present at a legally constituted meeting of the Board.
Section Four: Former members of the Club who wish to apply for reinstatement must send a letter to the Admissions Committee stating the facts of their current professional status and any pertinent information, including approximate dates of their former membership. The initiation fee will be waived, but a new application form must be submitted so that the Club has a current record. Each application will be considered on an individual basis, with the category of reinstated membership corresponding to the applicant’s present occupation.
Section Five: Active or Associate residents who are fully retired from income-earning activity may be eligible for Retired status and a reduction in dues, and should submit a written request to the Admissions Committee.
ARTICLE VII Nomination, Election and Induction of Officers and Governors
Section One: Announcement of election results and induction of Officers and Governors shall take place at the Annual meeting. The right to vote in the respective categories of membership shall be exercised only by members in good standing whose dues are fully paid.
Section Two: At least ten weeks prior to the Annual meeting, the President, in consultation with the Board of Governors, shall appoint a Nominations Chair who will gather a Nominations Committee. No member of the Nominations Committee shall be nominated for any office to be filled in the election for which it is serving.
Section Three: The Nominations Committee report shall be confined to a list of candidates. Additional nominations of candidates for office or for the Board of Governors may be presented to the Nominations Committee or the Board.
Section Four: No nominations may be made from the floor of the Annual meeting. The President shall appoint no fewer than three members of the Club to serve as judges of the election, and shall designate one of this number as presiding judge or chairman. From the time of the deadline for nominations, these judges shall be responsible for conducting the election in accordance with the Constitution and Bylaws of the Club. This responsibility shall include the overseeing, preparation, distribution, reception, security and counting of the ballots, and any other duties necessary to the conduct of a proper election.
Section Five: The judges of the election shall approve the ballot. Additionally, at least four weeks before the date of the election, information about the election shall be published in the OPC Bulletin and mailed to all members. This information shall include photographs and brief biographies of all nominees, sketching the nominees’ professional background, Club activities, and statements by the nominees. No material shall be included which reflects on the qualifications of another candidate. This election information shall be issued as a single document, and, as much as is feasible, equal space will be allotted to candidates for the same office. Each candidate shall be invited to supply the text and photograph to fill the allotted space, and, if time allows, shall be shown the final copy to make necessary corrections.
Section Six: All formal lists of nominees, whether on the ballot or in the OPC Bulletin, shall show the names of nominees for the same office in alphabetical order.
Section Seven: At least four weeks before the Annual meeting, a ballot shall be sent to each member in good standing. Instructions for voting will be at the top of the ballot. A return envelope designating membership status shall be enclosed with each ballot.
Section Eight: Voting shall be by secret ballot, sealed in the official return envelopes. A member may vote by mail or by delivering the ballot by hand to Club headquarters, or, by special arrangement, by email. The polls shall be deemed officially closed at noon on the day of the Annual meeting.
Section Nine: A member who has not cast his ballot, but whose ballot form has been lost, destroyed or mutilated, may obtain a new ballot by making written application to the judges of the election.
Section Ten: Mail ballots which are not in sealed official envelopes, or any ballots which are received after the polls close, shall be invalid. All valid ballots shall be kept secure until the judges begin the counting. Once counted, ballots shall be kept in a secure place for not more than one year.
Section Eleven: Voting for the Board of Governors shall be by a single ballot bearing the names of all authorized candidates. The ten Active nominees receiving the highest number of votes cast in odd years and the nine nominees receiving the highest number of votes cast in even years shall be declared elected and shall serve for a period of two years.
The three Associate nominees receiving the highest number of ballots in even years shall be declared elected. The two Associate nominees receiving the highest number of votes in odd years shall be declared elected.
Biannual election of all officers shall be by majority. In the event of a tie vote for any office, an additional secret ballot shall be taken by the Active members present at the Annual meeting at the time the tie is announced.
Section Twelve: Officers, Governors and Alternates, as prescribed by the Constitution, may each serve for not more than two consecutive terms, but may be re-elected to that post after a lapse of at least one year, or they may run for another position.
Section Fourteen: Since it deals with the nomination and election of Officers, Governors and Alternates, this entire section of the Bylaws may not be altered during the ten weeks immediately preceding an election, except with regard to election procedures, in which case the change must be voted unanimously by the Board of Governors.
ARTICLE VIII Initiation Fees and Dues
Section One: The initiation fees and dues shall be determined by the Board. No initiation fee shall be required for Honorary members.
Section Two: Members who do not live or have a principal place of business within a fifty-mile radius of Columbus Circle, New York City, according to the Hagstrom Map Company map, shall pay nonresident dues.
Section Three: Annual dues shall be payable in advance on October 1. If dues have not been paid by December 31, membership in the Club may be terminated, and the member so notified.
Section Four: A partial payment plan for dues may be authorized, on a confidential basis, by a committee consisting of the President and the Treasurer.
ARTICLE IX Transfers
Section One: When an Associate or Affiliate member supplies proof of eligibility for change to another category, the Admissions Committee shall have the right to order such a transfer.
ARTICLE X Membership Cards
Section One: Membership cards will be signed by the President and issued on an annual basis as soon as possible after the dues have been paid.
ARTICLE XI Founder Members
Section One: Active and Associate members who attended the organization meeting at the Hotel Algonquin on April 9, 1939, or the first regular business meeting thereafter, shall be known as Founder Members and so designated on their membership cards.
ARTICLE XII Rules
Section One: On all questions or interpretations of the Bylaws, the decision of the Board of Governors, after taking appropriate legal advice, shall be conclusive.
Section Two: Robert’s Rules of Order shall govern parliamentary procedures at Board of Governors general membership meetings except in cases where they are in conflict with the Constitution and Bylaws of the Club.
ARTICLE XIII Amendments
Section One: These Bylaws may be amended at any regular meeting of the Board of Governors or at a special meeting called for that purpose and specifying the amendments to be voted on. Unless the amendment is adopted by two-thirds vote of the Board members present it shall not become effective until it has been approved at two consecutive meetings of the Board by a majority of the board members present.
Section One: All elected officers and each member of the Board of Governors shall be supplied with up-to-date copies of the Constitution and Bylaws as soon as possible after assumption of office.